Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | BiomX Inc. | |
Trading Symbol | PHGE | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 29,982,282 | |
Amendment Flag | false | |
Entity Central Index Key | 0001739174 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38762 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3364020 | |
Entity Address, Address Line One | 22 Einstein St. | |
Entity Address, Address Line Two | 4th Floor, | |
Entity Address, City or Town | Ness Ziona | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 7414003 | |
City Area Code | +972 | |
Local Phone Number | 723942377 | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 37,745 | $ 62,099 |
Restricted cash | 963 | 996 |
Short-term deposits | 8,000 | |
Other current assets | 1,605 | 3,543 |
Total current assets | 48,313 | 66,638 |
Property and equipment, net | 5,252 | 5,694 |
Intangible assets, net | 760 | 1,519 |
Operating lease right-of-use assets | 4,057 | 4,139 |
Total non-current assets | 10,069 | 11,352 |
Total assets | 58,382 | 77,990 |
Current liabilities | ||
Trade accounts payable | 1,656 | 2,795 |
Other accounts payable | 2,394 | 5,453 |
Contract liability | 1,976 | |
Current portion of operating lease liabilities | 708 | 819 |
Current portion of long-term debt | 1,732 | |
Total current liabilities | 6,490 | 11,043 |
Non-current liabilities | ||
Contract liability | 1,976 | |
Long-term debt, net of current portion | 12,929 | 14,410 |
Operating lease liabilities, net of current portion | 4,039 | 4,787 |
Other liabilities | 209 | 215 |
Total non-current liabilities | 19,153 | 19,412 |
Commitments and Contingencies | ||
Stockholders’ equity | ||
Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of June 30, 2022 and December 31, 2021. No shares issued and outstanding as of June 30, 2022 and December 31, 2021. | ||
Common Stock, $0.0001 par value; Authorized - 60,000,000 shares as of June 30, 2022 and December 31, 2021. Issued – 29,780,409 shares as of June 30, 2022 and 29,753,238 shares as of December 31, 2021. Outstanding – 29,774,709 shares as of June 30, 2022 and 29,747,538 shares as of December 31, 2021. | 2 | 2 |
Additional paid in capital | 156,872 | 156,017 |
Accumulated deficit | (124,135) | (108,484) |
Total stockholders’ equity | 32,739 | 47,535 |
Total liabilities and stockholders’ equity | $ 58,382 | $ 77,990 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 29,780,409 | 29,753,238 |
Common stock, shares outstanding | 29,774,709 | 29,747,538 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Research and development (“R&D”) expenses, net | $ 4,584 | $ 3,824 | $ 9,513 | $ 9,494 |
Amortization of intangible assets | 379 | 380 | 759 | 759 |
General and administrative expenses | 2,361 | 3,098 | 4,838 | 5,591 |
Operating loss | 7,324 | 7,302 | 15,110 | 15,844 |
Interest expenses | 488 | 949 | ||
Financial expenses (income), net | (339) | 31 | (426) | (112) |
Loss before tax | 7,473 | 7,333 | 15,633 | 15,732 |
Tax expenses | 9 | 3 | 18 | 6 |
Net loss | $ 7,482 | $ 7,336 | $ 15,651 | $ 15,738 |
Basic and diluted loss per share of Common Stock (in Dollars per share) | $ 0.25 | $ 0.3 | $ 0.53 | $ 0.65 |
Weighted average number of shares of Common Stock outstanding, basic and diluted (in Shares) | 29,774,709 | 24,320,259 | 29,764,588 | 24,134,065 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Basic and diluted loss per share of Common Stock (in Dollars per share) | $ 0.25 | $ 0.30 | $ 0.53 | $ 0.65 |
Weighted average number of shares of Common Stock outstanding, basic and diluted (in Shares) (in Shares) | 29,774,709 | 24,320,259 | 29,764,588 | 24,134,065 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2020 | $ 2 | $ 129,725 | $ (72,258) | $ 57,469 | ||
Balance (in Shares) at Dec. 31, 2020 | 23,264,637 | |||||
Exercise of stock options | [1] | 23 | 23 | |||
Exercise of stock options (in Shares) | 12,646 | |||||
Exercise of warrant | [1] | |||||
Exercise of warrant (in Shares) | 362,383 | |||||
Issuance of Common Stock under Open Market Sales Agreement | [1] | 4,334 | 4,334 | |||
Issuance of Common Stock under Open Market Sales Agreement (in Shares) | 601,674 | |||||
Stock-based compensation expenses | 530 | 530 | ||||
Net loss | (8,402) | (8,402) | ||||
Balance at Mar. 31, 2021 | $ 2 | 134,612 | (80,660) | 53,954 | ||
Balance (in Shares) at Mar. 31, 2021 | 24,241,340 | |||||
Balance at Dec. 31, 2020 | $ 2 | 129,725 | (72,258) | 57,469 | ||
Balance (in Shares) at Dec. 31, 2020 | 23,264,637 | |||||
Net loss | (15,738) | |||||
Balance at Jun. 30, 2021 | $ 2 | 136,586 | (87,996) | 48,592 | ||
Balance (in Shares) at Jun. 30, 2021 | 24,429,076 | |||||
Balance at Mar. 31, 2021 | $ 2 | 134,612 | (80,660) | 53,954 | ||
Balance (in Shares) at Mar. 31, 2021 | 24,241,340 | |||||
Exercise of stock options | [1] | 78 | 78 | |||
Exercise of stock options (in Shares) | 55,246 | |||||
Issuance of Common Stock under Open Market Sales Agreement | [1] | 801 | 801 | |||
Issuance of Common Stock under Open Market Sales Agreement (in Shares) | 132,490 | |||||
Stock-based compensation expenses | 1,095 | 1,095 | ||||
Net loss | (7,336) | (7,336) | ||||
Balance at Jun. 30, 2021 | $ 2 | 136,586 | (87,996) | 48,592 | ||
Balance (in Shares) at Jun. 30, 2021 | 24,429,076 | |||||
Balance at Dec. 31, 2021 | $ 2 | 156,017 | (108,484) | 47,535 | ||
Balance (in Shares) at Dec. 31, 2021 | 29,747,538 | |||||
Issuance of Common Stock under Open Market Sales Agreement | [1],[2] | 37 | 37 | |||
Issuance of Common Stock under Open Market Sales Agreement (in Shares) | [1],[2] | 27,171 | ||||
Stock-based compensation expenses | 615 | 615 | ||||
Net loss | (8,169) | (8,169) | ||||
Balance at Mar. 31, 2022 | $ 2 | 156,669 | (116,653) | 40,018 | ||
Balance (in Shares) at Mar. 31, 2022 | 29,774,709 | |||||
Balance at Dec. 31, 2021 | $ 2 | 156,017 | (108,484) | $ 47,535 | ||
Balance (in Shares) at Dec. 31, 2021 | 29,747,538 | |||||
Exercise of stock options (in Shares) | ||||||
Net loss | $ (15,651) | |||||
Balance at Jun. 30, 2022 | $ 2 | 156,872 | (124,135) | 32,739 | ||
Balance (in Shares) at Jun. 30, 2022 | 29,774,709 | |||||
Balance at Mar. 31, 2022 | $ 2 | 156,669 | (116,653) | 40,018 | ||
Balance (in Shares) at Mar. 31, 2022 | 29,774,709 | |||||
Stock-based compensation expenses | 184 | 184 | ||||
Proceeds on account of shares | 19 | 19 | ||||
Net loss | (7,482) | (7,482) | ||||
Balance at Jun. 30, 2022 | $ 2 | $ 156,872 | $ (124,135) | $ 32,739 | ||
Balance (in Shares) at Jun. 30, 2022 | 29,774,709 | |||||
[1] Less than $1. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Net issuance costs | $ 1 | $ 24 | $ 134 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS – OPERATING ACTIVITIES | ||
Net loss | $ (15,651) | $ (15,738) |
Adjustments required to reconcile cash flows used in operating activities: | ||
Depreciation and amortization | 1,267 | 1,121 |
Stock-based compensation | 799 | 1,625 |
Amortization of debt issuance costs | 251 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (79) | 11 |
Changes in other liabilities | (6) | (282) |
Capital loss, net | 5 | 24 |
Changes in operating assets and liabilities: | ||
Other current assets | 1,941 | 991 |
Trade accounts payable | (1,139) | (763) |
Other accounts payable | (3,059) | 417 |
Net change in operating leases | (777) | (205) |
Net cash used in operating activities | (16,448) | (12,799) |
CASH FLOWS – INVESTING ACTIVITIES | ||
Investment in short-term deposits | (10,000) | |
Proceeds from short-term deposits | 2,000 | 19,851 |
Purchases of property and equipment | (74) | (2,268) |
Proceeds from sale of property and equipment | 4 | |
Net cash provided (used in) by investing activities | (8,074) | 17,587 |
CASH FLOWS – FINANCING ACTIVITIES | ||
Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs | 37 | 5,135 |
Proceeds on account of shares | 19 | |
Exercise of stock options | 101 | |
Net cash provided by financing activities | 56 | 5,236 |
Increase (decrease) in cash and cash equivalents and restricted cash | (24,466) | 10,024 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 79 | (11) |
Cash and cash equivalents and restricted cash at the beginning of the period | 63,095 | 37,240 |
Cash and cash equivalents and restricted cash at the end of the period | 38,708 | 47,253 |
Reconciliation of amounts on consolidated balance sheets | ||
Cash and cash equivalents | 37,745 | 46,271 |
Restricted cash | 963 | 982 |
Total cash and cash equivalents and restricted cash | 38,708 | 47,253 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 692 | |
Taxes paid | 18 | |
Uncollected proceeds from sale of property and equipment | $ 3 | |
Property and equipment purchases included in accounts payable and accrued expenses | 1,016 | |
Recognition of operating lease right-of-use and liabilities | $ 168 |
General
General | 6 Months Ended |
Jun. 30, 2022 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL General information BiomX Inc., (individually, and together with its subsidiaries, BiomX Ltd. and RondinX Ltd., the “Company” or “BiomX”) was incorporated as a blank check company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On July 16, 2019, the Company entered into a merger agreement with BiomX Ltd. (“BiomX Israel”), a company incorporated under the laws of Israel, CHAC Merger Sub Ltd. (“Merger Sub”) and Shareholder Representative Services LLC, as amended on October 11, 2019, pursuant to which, among other things, BiomX Israel merged with Merger Sub, with BiomX Israel being the surviving entity in accordance with the Israeli Companies Law, 5759-1999, as a wholly owned direct subsidiary of BiomX Inc. On October 28, 2019, the Company consummated the acquisition of 100% of the outstanding shares of BiomX Israel (the “Recapitalization Transaction”). Pursuant to the aforementioned merger agreement, in exchange for all of the outstanding shares of BiomX Israel, the Company issued to the shareholders of BiomX Israel a total of 15,069,058 shares of the Company’s Common Stock representing approximately 65% of the total shares issued and outstanding after giving effect to the Recapitalization Transaction. As a result of the Recapitalization Transaction, BiomX Israel became a wholly owned subsidiary of the Company. As the shareholders of BiomX Israel received the largest ownership interest in the Company, BiomX Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. The Company’s shares of Common Stock, units, and warrants are traded on the NYSE American under the symbols PHGE, PHGE.U, and PHGE.WS, respectively. On February 6, 2020, the Company’s Common Stock also began trading on the Tel-Aviv Stock Exchange. See also Note 8B. BiomX is developing both natural and engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases. BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets. The Company’s headquarters are located in Ness Ziona, Israel. To date, the Company has not generated revenue from its operations. Based on the Company’s current cash and commitments, management believes that the Company’s current cash and cash equivalents are sufficient to fund its operations for more than 12 months from the date of issuance of these condensed consolidated financial statements and sufficient to fund its operations necessary to continue development activities. Consistent with its continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable future. The Company plans to continue to fund its current operations, as well as other development activities relating to additional product candidates, through future issuances of debt and/or equity securities, loans and possibly additional grants from the Israel Innovation Authority (“IIA”) and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, the market demand for the Company’s Common Stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to it. If the Company is unable to raise capital when needed or on attractive terms, it may be forced to delay or reduce its research and development programs. If there are further increases in operating costs for facilities expansion, research and development and clinical activity, the Company will need to use mitigating actions such as to seek additional financing or postpone expenses that are not based on firm commitments. See note 7 regarding the Corporate Restructuring announced by the Company on May 24, 2022. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on March 30, 2022. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2021, but not all disclosures required by GAAP are included. B. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. C. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. Actual results could differ from those estimates. The full extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets. In March 2022, the Company updated its guidance on the timing of certain clinical milestones resulting from challenges it continues to face in clinical trial enrollment due to COVID-19. The Company examined the impact of COVID-19 on its financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates. D. Recent Accounting Standards In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance became effective for the Company on January 1, 2022. The Company adopted the guidance on January 1, 2022, and has concluded the adoption did not have a material impact on its unaudited condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses,” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU No. 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Effective January 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective approach which resulted in no effect. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832),” which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The Company expects that this guidance will not have a significant impact on the Company’s consolidated financial statements. E. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levelling during the period ended June 30, 2022 and year ended December 31, 2021. The following table summarizes the fair value of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,020 - - 30,020 30,020 - - 30,020 Liabilities: Contingent consideration - - 169 169 Foreign exchange contracts payable - 222 - 222 - 222 169 391 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,007 - - 30,007 Foreign exchange contracts receivable - 62 - 62 30,007 62 - 30,069 Liabilities: Contingent consideration - - 175 175 - - 175 175 Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts payable and other accounts payable, due to their short-term nature. The Company determined the fair value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration is based on several factors, such as: the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis. The discount rate applied ranged from 1.26% to 3.01%. The contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate. Changes in the fair value of contingent consideration are recorded in consolidated statements of operations. Significant changes in unobservable inputs, mainly the probability of success and cash flows projected, could result in material changes to the contingent consideration liability. For the six months ended June 30, 2022, the Company recorded an income of $6 as a result of a revaluation of the contingent consideration liability. The Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the condensed consolidated statements of operations. As of June 30, 2022, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $6,343 with a fair value liability of $222. As of December 31, 2021, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $4,180 with a fair value asset of $62. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 3 – COMMITMENTS AND CONTINGENCIES A. In March 2021, the IIA approved two new applications in relation to the Company’s cystic fibrosis product candidate for an aggregate budget of NIS 10,879 (approximately $3,286) and for the Company’s product candidate for Inflammatory Bowel Disease (“IBD”) and Primary Sclerosing Cholangitis for an aggregate budget of NIS 8,565 (approximately $2,588). The IIA committed to fund 30% of the approved budgets. The programs are for the period beginning January 2021 through December 2021. Through June 30, 2022, the Company received NIS 4,284 (approximately $1,347) from the IIA with respect to these programs. In August 2021, the IIA approved an application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 5,737 (approximately $1,778). The IIA committed to fund 50% of the approved budget. The program is for the period beginning July 2021 through June 2022. The program does not bear royalties. Through June 30, 2022, the Company received NIS 1,004 (approximately $313) from the IIA with respect to this program. See Note 8A regarding received funds with respect to this program. In March 2022, the IIA approved an application for a total budget of NIS 13,004 (approximately $4,094) in relation to the Company’s cystic fibrosis product candidate. The IIA committed to fund 30% of the approved budget. The program is for the period beginning January 2022 through December 2022. Through June 30, 2022, the Company received NIS 1,365 (approximately $395) from the IIA with respect to this program. According to the agreement with the IIA, excluding the August 2021 program, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the dollar. BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of BiomX Israel. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties. Repayment of the grant is contingent upon the successful completion of the BiomX Israel’s R&D programs and generating sales. BiomX Israel has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of June 30, 2022; therefore, no liability was recorded in these condensed consolidated financial statements. Received IIA grants are recorded as a reduction of R&D expenses, net. Through June 30, 2022, total grants approved from the IIA aggregated to approximately $8,403 (NIS 28,683). Through June 30, 2022, the Company had received an aggregate amount of $6,693 (NIS 22,726) in the form of grants from the IIA. Receipt of the remaining grants from approved programs depends on the actual utilization of approved budgets. Total grants subject to royalties’ payments aggregated to approximately $6,380. As of June 30, 2022, the Company had a contingent obligation to the IIA in the amount of approximately $6,547 including annual interest of LIBOR linked to the dollar. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after 2021. Even though the IIA has not declared the alternative benchmark rate to replace LIBOR, the Company does not expect it will have a significant impact on its financial statements. B. On June 23, 2022 (“Effective Date”), BiomX Israel entered into a new research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration to identify biomarkers for inflammatory bowel disease (“IBD”). Under the agreement, BiomX Israel is eligible to receive fees totalling $1,411 to cover costs to be incurred by BiomX Israel in conducting the research plan under the collaboration. The fees will be paid in instalments of $500 within 30 days of the Effective Date and three additional installments of $500, $200 and $211 upon completion of certain activities under the research plan. Unless terminated earlier, this agreement will remain in effect until (a) a period of eighteen (18) months thereafter or (b) completion of the project plan and submission and approval of the final report, whichever occurs sooner, unless otherwise extended. During the six months ended June 30, 2022, no consideration was received regarding this agreement. See Note 8C. C. On May 24, 2022, the Company notified Massachusetts Institute of Technology of the termination of the Patent License Agreement between the parties. The termination is expected to become effective 90 days after the notice date, on August 22, 2022. During the notice period the Company is required to pay license maintenance fees. D. In October 2019, BiomX Israel entered into a loan agreement in the amount of $19 with a stockholder of the Company. The loan is secured by shares of Common Stock of the Company. The granting of the loan and the restrictions imposed on the related shares of Common Stock until repayment of the loan and transfer of the shares of Common Stock back to the stockholder were accounted as an acquisition of treasury stock by the Company at an amount equal to the loan. During the six months ended June 30, 2022, the loan was repaid by the stockholder to the Company and was accounted as proceeds on account of shares in the statements of changes in stockholders’ equity as the shares of Common Stock were not transferred to the stockholder as of June 30, 2022. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 4 – LONG-TERM DEBT On August 16, 2021, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), with respect to a venture debt facility. Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal amount of up to $30,000 (the “Term Loan Facility”), available in three tranches, subject to certain terms and conditions. The first tranche of $15,000 was advanced to the Company on the date the Loan Agreement was executed. Upon the occurrence of specified milestones and continuing through December 31, 2022, a loan in the aggregate principal amount of up to $10,000, or the second tranche, and upon the occurrence of specified milestones and continuing through September 30, 2023, a loan in the aggregate principal amount of up to $5,000, or the third tranche, may become available. The Company is required to make interest only payments through March 1, 2023, or extended to September 1, 2023 upon satisfaction of certain milestones, and is required to then repay the principal balance and interest in equal monthly installments through September 1, 2025. As of June 30, 2022, the milestones for the remaining tranches and for the extension of the period of interest only payments to September 1, 2023, have not yet been reached. The Company may prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge equal to: (a) 3.0 % of amounts prepaid, if such prepayment occurs during the first 12 months following the Closing Date; (b) 2.0% after 12 months but prior to 24 months; (c) 1.0% after 24 months but prior to 36 months, and (d) no charge after 36 months. Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company is required to pay an end of term charge (“End of Term Charge”) equal to 6.55% of the total aggregate amount of the term loans being prepaid or repaid. Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Prime Rate as reported in The Wall Street Journal plus 5.70% and (ii) 8.95%. On June 30, 2022, the Prime Rate was 4.75%. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan issuance costs. Debt issuance costs are recorded on the consolidated balance sheet as a reduction of liabilities. Amounts allocated to the debt, net of issuance cost, are subsequently recognized at amortized cost using the effective interest method. On June 30, 2022, the effective interest rate was 14.33%. As of June 30, 2022, the carrying value of the term loan consists of $15,000 principal outstanding less the unamortized debt discount and issuance costs of approximately $339. The End of Term Charge of $983 is recognized over the life of the term loan as interest expense using the effective interest method. The debt issuance costs have been recorded as a debt discount which are being accreted to interest expense through the maturity date of the term loan. Interest expense relating to the term loan, which is included in interest expense in the condensed statements of operations was $488 and $949 for the three and six months ended June 30, 2022. Under the terms of the Loan Agreement, the Company granted first priority liens and security interests in substantially all of the Company’s intellectual property as collateral for the obligations thereunder. The Company also granted Hercules the right, at their discretion, to participate in any closing of any single subsequent broadly marketed financing as defined up to a maximum aggregate amount of $2,000 under the terms as afforded to other investors in such financing. The Loan Agreement also contains representations and warranties by the Company and Hercules, indemnification provisions in favor of Hercules and customary affirmative and negative covenants, including a liquidity covenant beginning October 1, 2022, requiring the Company to maintain a minimum aggregate compensating cash balance of $5,000, and events of default, including a material adverse change in the Company’s business, payment defaults, breaches of covenants following any applicable cure period, and a material impairment in the perfection or priority of Hercules’ security interest in the collateral. In the event of default by the Company under the Loan Agreement, the Company may be required to repay all amounts then outstanding under the Loan Agreement. Future principal payments for the long-term debt are as follows: June 30, 2023 $ 4,427 2024 5,802 2025 4,771 Total principal payments 15,000 Unamortized discount and debt issuance costs (339 ) Total future principal payments $ 14,661 Current portion of long-term debt (1,732 ) Long-term debt, net $ 12,929 |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 5 – STOCKHOLDERS EQUITY A. Share Capital: At-the-market Sales Agreement: In December 2020, pursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Sales Agreement (“ATM Agreement”) with Jefferies LLC. (“Jefferies”), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of Common Stock with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent. During the six months ended June 30, 2022, the Company sold 27,171 shares of Common Stock under the ATM Agreement, at an average price of $1.36 per share, raising aggregate net proceeds of approximately $37, after deducting an aggregate commission of $1. See Note 8D. Maruho Agreement: In October 2021, the Company entered into a Stock Purchase Agreement with a subsidiary of Maruho Co. Ltd., (“Maruho”), a leading dermatology-focused pharmaceutical company in Japan, pursuant to which the Company issued to Maruho 375,000 shares of Common Stock at a price of $8.00 per share for gross proceeds of $3,000. The Company also granted Maruho a right of first offer to license its atopic dermatitis product candidate, BX005, in Japan. The right of first offer will commence following the availability of results from the Phase 1/2 study. The Company applied ASC 606 by analogy to the agreements. The agreements were combined into a single unit of account for the purpose of applying ASC 606. Part of the consideration paid under the agreements, equal to the grant date fair value of the shares issued to Maruho of $1,024, was attributed to the issuance of shares and accounted for as an increase in equity. The remainder of $1,976 was attributed to a contract liability, to be recognized as other income, at a point in time, once the clinical trials related to the product candidate are completed. Following the Company announcement on May 24, 2022, as mentioned in Note 7 below regarding the delaying of the Company’s atopic dermatitis program, the contract liability was classified as a non-current liability. CFF Agreement: In December 2021, the Company entered into a Securities Purchase Agreement with the Cystic Fibrosis Foundation (“CF Foundation”), an organization that historically played a role in supporting the development of innovative therapies for patients suffering from cystic fibrosis (“CF”). Under the terms of the agreement, the Company will receive up to $5,000 in two tranches. In the first tranche, which closed and fully received on December 21, 2021, the CF Foundation invested $3,000 as an initial equity investment based on a share price of $2.57. Upon completion of all patient dosing in Part 1 of the Company’s Phase 1b/2a study of BX004, the Company would have the right to receive the second tranche of $2,000, also as an equity investment. In the event that the average closing price of the Common Stock for the ten trading days prior to the second tranche completion is less than $2.57, the Company shall have the right in its sole discretion to waive the second tranche payment and in such event the CF Foundation shall not have any right to receive additional shares. The Company concluded that the second tranche is a freestanding financial instrument. The Company also concluded that since the instrument will be predominantly settled in a variable number of shares at a fixed monetary amount, the second tranche is in the scope of ASC 480 and should be accounted for at fair value with subsequent changes in fair value recognized in the statements of operations in each period. The Company further determined that due to the settlement mechanism, the fair value of the second tranche is negligible, both at inception and on June 30, 2022. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors (the “Board”). Warrants: As of June 30, 2022, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders: Warrant Issuance Date Expiration Exercise Number of Private Placement Warrants IPO (December 13, 2018) December 13, 2023 11.50 2,900,000 Public Warrants IPO (December 13, 2018) October 28, 2024 11.50 3,500,000 2021 Registered Direct Offering Warrants SPA (July 28, 2021) January 28, 2027 5.00 2,812,501 9,212,501 B. Stock-based Compensation: On March 29, 2022, the Board of Directors approved the grant of 1,153,500 options to 89 employees, three senior officers, one consultant, and five directors under the Company’s 2019 Equity Incentive Plan, without consideration. Options were granted at an exercise price of $1.41 per share with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company. On June 26, 2022, the Board of Directors approved the grant of 350,500 options to 53 employees, and one consultant under the Company’s 2019 Equity Incentive Plan, without consideration. Options were granted at an exercise price of $0.66 per share with a vesting period of four years. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Six Months Ended 2022 2021 Underlying value of Common Stock ($) 0.66-1.41 7.02 Exercise price ($) 0.66-1.41 7.02 Expected volatility (%) 85.3-87.0 85.0 Expected terms of the option (years) 6.11 6.11 Risk-free interest rate (%) 2.50-3.39 1.17 The cost of the benefit embodied in the options granted during the six and three months ended June 30, 2022, based on their fair value as at the grant date, is estimated to be approximately $1,477 and $1,307, respectively. These amounts will be recognized in statements of operations over the vesting period. (1) A summary of options granted to purchase the Company’s Common Stock under the Company’s share option plans is as follows: For the Six Months Ended Number of Weighted Aggregate Outstanding at the beginning of period 4,084,549 $ 3.95 $ 671 Granted 1,504,000 $ 1.25 Forfeited (622,559 ) $ 4.07 Exercised - $ - Outstanding at the end of period 4,965,990 $ 3.12 $ 1,196 Exercisable at the end of period 2,699,833 Weighted average remaining contractual life of outstanding options – years as of June 30, 2022 7.24 Warrants: As of June 30, 2022, the Company had the following outstanding compensation related warrants to purchase Common Stock: Warrant Issuance Date Expiration Exercise Number of Private Warrants issued to scientific founders (see below) November 27, 2017 - 2,974 In November 2017, BiomX Israel issued 2,974 warrants to its scientific founders. The warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. The warrants did not expire as a result of the Recapitalization Transaction and have no exercise price. (2) The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operations: Six Months Ended June 30, Three Months Ended June 30, 2022 2021 2022 2021 Research and development expenses, net 248 958 (10 ) 627 General and administrative 551 667 194 468 799 1,625 184 1,095 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER SHARE | NOTE 6 – BASIC AND DILUTED LOSS PER SHARE Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is based upon the weighted average number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive. Potential shares of Common Stock equivalents include outstanding stock options and warrants, which are included under the treasury stock method when dilutive. The calculation of diluted loss per share for the six months ended June 30, 2022 does not include 4,965,990, 9,215,475 and 4,000,000 of shares underlying options, shares underlying warrants and contingent shares, respectively, because the effect would be anti-dilutive. |
Corporate Restructring
Corporate Restructring | 6 Months Ended |
Jun. 30, 2022 | |
Corporate Restructring [Abstract] | |
CORPORATE RESTRUCTRING | NOTE 7 - CORPORATE RESTRUCTRING On May 24, 2022, the Company announced a corporate restructuring (the “Corporate Restructuring”), intended to extend the Company’s capital resources, while prioritizing the Company’s ongoing cystic fibrosis program and delaying the Company’s atopic dermatitis program. The Corporate Restructuring included a reduction of 36 full-time employees, two consultants and 9 part-time employees, or 42% of the Company’s employees as of such date. The Company incurred a one-time employee benefits and severance cost of approximately $214 in operating expenses in the second quarter of 2022. The related accrual is recorded in other accounts payable on the condensed balance sheet as of June 30, 2022. Non-cash stock-based compensation credits related to the forfeiture of stock options of approximately $0.4 million are included in operating expenses in the condensed statements of operations for the three and six months ended June 30, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS A. On July 5, 2022, the Company received a second payment of NIS 908 (approximately $259) from the IIA with respect to the IIA program approved in August 2021. B. On July 6, 2022, the Company announced a voluntary delisting of its shares of Common Stock from the Tel-Aviv Stock Exchange. The delisting will become effective on October 6, 2022. C. On July 27, 2022, the Company received the first installment of $500 as part of the research collaboration agreement with BI. See Note 3B. D. On July 28, 2022, the Company sold 201,873 shares of Common Stock under the ATM Agreement, at an average price of $1.20 per share, raising aggregate net proceeds of approximately $243. See Note 5A. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Financial Statements | A. Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on March 30, 2022. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2021, but not all disclosures required by GAAP are included. |
Principles of Consolidation | B. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. |
Use of Estimates in the Preparation of Financial Statements | C. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. Actual results could differ from those estimates. The full extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets. In March 2022, the Company updated its guidance on the timing of certain clinical milestones resulting from challenges it continues to face in clinical trial enrollment due to COVID-19. The Company examined the impact of COVID-19 on its financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates. |
Recent Accounting Standards | D. Recent Accounting Standards In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance became effective for the Company on January 1, 2022. The Company adopted the guidance on January 1, 2022, and has concluded the adoption did not have a material impact on its unaudited condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses,” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU No. 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Effective January 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective approach which resulted in no effect. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832),” which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The Company expects that this guidance will not have a significant impact on the Company’s consolidated financial statements. |
Fair Value of Financial Instruments | E. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levelling during the period ended June 30, 2022 and year ended December 31, 2021. The following table summarizes the fair value of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,020 - - 30,020 30,020 - - 30,020 Liabilities: Contingent consideration - - 169 169 Foreign exchange contracts payable - 222 - 222 - 222 169 391 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,007 - - 30,007 Foreign exchange contracts receivable - 62 - 62 30,007 62 - 30,069 Liabilities: Contingent consideration - - 175 175 - - 175 175 Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts payable and other accounts payable, due to their short-term nature. The Company determined the fair value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration is based on several factors, such as: the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis. The discount rate applied ranged from 1.26% to 3.01%. The contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate. Changes in the fair value of contingent consideration are recorded in consolidated statements of operations. Significant changes in unobservable inputs, mainly the probability of success and cash flows projected, could result in material changes to the contingent consideration liability. For the six months ended June 30, 2022, the Company recorded an income of $6 as a result of a revaluation of the contingent consideration liability. The Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the condensed consolidated statements of operations. As of June 30, 2022, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $6,343 with a fair value liability of $222. As of December 31, 2021, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $4,180 with a fair value asset of $62. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities | June 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,020 - - 30,020 30,020 - - 30,020 Liabilities: Contingent consideration - - 169 169 Foreign exchange contracts payable - 222 - 222 - 222 169 391 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,007 - - 30,007 Foreign exchange contracts receivable - 62 - 62 30,007 62 - 30,069 Liabilities: Contingent consideration - - 175 175 - - 175 175 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments for the long-term debt | June 30, 2023 $ 4,427 2024 5,802 2025 4,771 Total principal payments 15,000 Unamortized discount and debt issuance costs (339 ) Total future principal payments $ 14,661 Current portion of long-term debt (1,732 ) Long-term debt, net $ 12,929 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity (Tables) [Line Items] | |
Schedule of outstanding warrants | Warrant Issuance Date Expiration Exercise Number of Private Placement Warrants IPO (December 13, 2018) December 13, 2023 11.50 2,900,000 Public Warrants IPO (December 13, 2018) October 28, 2024 11.50 3,500,000 2021 Registered Direct Offering Warrants SPA (July 28, 2021) January 28, 2027 5.00 2,812,501 9,212,501 |
Schedule of black-scholes option-pricing model | Six Months Ended 2022 2021 Underlying value of Common Stock ($) 0.66-1.41 7.02 Exercise price ($) 0.66-1.41 7.02 Expected volatility (%) 85.3-87.0 85.0 Expected terms of the option (years) 6.11 6.11 Risk-free interest rate (%) 2.50-3.39 1.17 |
Schedule of options granted to purchase common stock | For the Six Months Ended Number of Weighted Aggregate Outstanding at the beginning of period 4,084,549 $ 3.95 $ 671 Granted 1,504,000 $ 1.25 Forfeited (622,559 ) $ 4.07 Exercised - $ - Outstanding at the end of period 4,965,990 $ 3.12 $ 1,196 Exercisable at the end of period 2,699,833 Weighted average remaining contractual life of outstanding options – years as of June 30, 2022 7.24 |
Schedule of share-based payment expenses | Six Months Ended June 30, Three Months Ended June 30, 2022 2021 2022 2021 Research and development expenses, net 248 958 (10 ) 627 General and administrative 551 667 194 468 799 1,625 184 1,095 |
Warrant [Member] | |
Stockholders Equity (Tables) [Line Items] | |
Schedule of outstanding warrants | Warrant Issuance Date Expiration Exercise Number of Private Warrants issued to scientific founders (see below) November 27, 2017 - 2,974 |
General (Details)
General (Details) | 1 Months Ended |
Oct. 28, 2019 shares | |
General (Details) [Line Items] | |
Recapitalization transaction, percentage | 100% |
BiomX Israel [Member] | |
General (Details) [Line Items] | |
Shareholders total shares (in Shares) | 15,069,058 |
Total shares issued and outstanding, percentage | 65% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||
Outstanding foreign exchange | $ 6,343 | $ 4,180 |
Fair value | $ 222 | $ 62 |
Minimum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Discount rate percentage | 1.26% | |
Maximum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Discount rate percentage | 3.01% | |
Business Combination [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Contingent consideration liability | $ 6 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash equivalents: | ||
Money market funds | $ 30,020 | $ 30,007 |
Foreign exchange contracts receivable | 62 | |
Total assets | 30,020 | 30,069 |
Liabilities: | ||
Contingent consideration | 169 | 175 |
Foreign exchange contracts payable | 222 | |
Total liabilities | 391 | 175 |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 30,020 | 30,007 |
Foreign exchange contracts receivable | ||
Total assets | 30,020 | 30,007 |
Liabilities: | ||
Contingent consideration | ||
Foreign exchange contracts payable | ||
Total liabilities | ||
Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
Foreign exchange contracts receivable | 62 | |
Total assets | 62 | |
Liabilities: | ||
Contingent consideration | ||
Foreign exchange contracts payable | 222 | |
Total liabilities | 222 | |
Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
Foreign exchange contracts receivable | ||
Total assets | ||
Liabilities: | ||
Contingent consideration | 169 | 175 |
Foreign exchange contracts payable | ||
Total liabilities | $ 169 | $ 175 |
Commitments and Contingencies (
Commitments and Contingencies (Details) ₪ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 23, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 ILS (₪) | Mar. 31, 2021 | Mar. 31, 2022 USD ($) | Mar. 31, 2022 ILS (₪) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 ILS (₪) | Oct. 31, 2019 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |||||||||
Approvement, description | A.In March 2021, the IIA approved two new applications in relation to the Company’s cystic fibrosis product candidate for an aggregate budget of NIS 10,879 (approximately $3,286) and for the Company’s product candidate for Inflammatory Bowel Disease (“IBD”) and Primary Sclerosing Cholangitis for an aggregate budget of NIS 8,565 (approximately $2,588). | ||||||||
Percentage of total fund | 30% | 30% | |||||||
Received amount | $ 395,000 | ₪ 1,365 | $ 313,000 | ₪ 1,004 | |||||
Approved budget | $ 1,778,000 | ₪ 5,737 | $ 4,094,000 | ₪ 13,004 | |||||
Total approved grants | 8,403,000 | 28,683 | |||||||
Total grants received | 6,693,000 | ₪ 22,726 | |||||||
Total grants subject to royalties | 6,380,000 | ||||||||
Total contingent obligation | $ 6,547,000 | ||||||||
Totalling fees | $ 1,411 | ||||||||
Collaboration agreement, description | The fees will be paid in instalments of $500 within 30 days of the Effective Date and three additional installments of $500, $200 and $211 upon completion of certain activities under the research plan. Unless terminated earlier, this agreement will remain in effect until (a) a period of eighteen (18) months thereafter or (b) completion of the project plan and submission and approval of the final report, whichever occurs sooner, unless otherwise extended. During the six months ended June 30, 2022, no consideration was received regarding this agreement. | ||||||||
Loan agreement amount | $ 19,000 | ||||||||
Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Percentage of total fund | 30% | 30% | |||||||
Royalties rate | 3% | 3% | |||||||
Maximum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Percentage of total fund | 50% | 50% | |||||||
Royalties rate | 3.50% | 3.50% | |||||||
BiomX Israel [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Received amount | $ 1,347,000 | ₪ 4,284 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Apr. 16, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |||
Loan and security agreement, description | the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), with respect to a venture debt facility. Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal amount of up to $30,000 (the “Term Loan Facility”), available in three tranches, subject to certain terms and conditions. The first tranche of $15,000 was advanced to the Company on the date the Loan Agreement was executed. Upon the occurrence of specified milestones and continuing through December 31, 2022, a loan in the aggregate principal amount of up to $10,000, or the second tranche, and upon the occurrence of specified milestones and continuing through September 30, 2023, a loan in the aggregate principal amount of up to $5,000, or the third tranche, may become available. The Company is required to make interest only payments through March 1, 2023, or extended to September 1, 2023 upon satisfaction of certain milestones, and is required to then repay the principal balance and interest in equal monthly installments through September 1, 2025. | ||
Loan agreement, description | (a) 3.0 % of amounts prepaid, if such prepayment occurs during the first 12 months following the Closing Date; (b) 2.0% after 12 months but prior to 24 months; (c) 1.0% after 24 months but prior to 36 months, and (d) no charge after 36 months. Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company is required to pay an end of term charge (“End of Term Charge”) equal to 6.55% of the total aggregate amount of the term loans being prepaid or repaid. | ||
Interest and prime rate, description | Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Prime Rate as reported in The Wall Street Journal plus 5.70% and (ii) 8.95%. | ||
Prime rate | 4.75% | ||
Effective interest rate | 14.33% | 14.33% | |
Principal outstanding amount | $ 15,000 | $ 15,000 | |
Debt discount and issuance costs | 339 | 339 | |
Interest expense | 983 | ||
Interest expense the term loan amount | 488 | 949 | |
Maximum aggregate amount | 2,000 | 2,000 | |
Cash | $ 5,000 | $ 5,000 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of future principal payments for the long-term debt $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of future principal payments for the long-term debt [Abstract] | |
2023 | $ 4,427 |
2024 | 5,802 |
2025 | 4,771 |
Total principal payments | 15,000 |
Unamortized discount and debt issuance costs | (339) |
Total future principal payments | 14,661 |
Current portion of long-term debt | (1,732) |
Long-term debt, net | $ 12,929 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 26, 2022 | Jun. 26, 2022 | Mar. 29, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Jul. 28, 2022 | Nov. 30, 2017 | |
Stockholders Equity (Details) [Line Items] | ||||||||||
Market sales agreement, description | pursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Sales Agreement (“ATM Agreement”) with Jefferies LLC. (“Jefferies”), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of Common Stock with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent. During the six months ended June 30, 2022, the Company sold 27,171 shares of Common Stock under the ATM Agreement, at an average price of $1.36 per share, raising aggregate net proceeds of approximately $37, after deducting an aggregate commission of $1. | |||||||||
Common stock per share | $ 1.2 | |||||||||
Contract liability | $ 1,976 | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Fair value at the grant date | $ 1,307 | $ 1,477 | ||||||||
Shares of issued warrants | 2,974 | |||||||||
Warrants, description | The warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. | |||||||||
Stock Options [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Employees consideration, description | On June 26, 2022, the Board of Directors approved the grant of 350,500 options to 53 employees, and one consultant under the Company’s 2019 Equity Incentive Plan, without consideration. | On March 29, 2022, the Board of Directors approved the grant of 1,153,500 options to 89 employees, three senior officers, one consultant, and five directors under the Company’s 2019 Equity Incentive Plan, without consideration. | ||||||||
Exercise price | $ 1.41 | |||||||||
Vesting period | 4 years | |||||||||
Board of Directors [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Exercise price | $ 0.66 | $ 0.66 | ||||||||
Vesting period | 4 years | |||||||||
Maruho Agreement [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Common stock shares issued | 375,000 | |||||||||
Common stock per share | $ 8 | |||||||||
Total gross proceed | $ 3,000 | |||||||||
Grant date fair value | $ 1,024 | |||||||||
CFF Agreement [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Agreement type, description | the Company entered into a Securities Purchase Agreement with the Cystic Fibrosis Foundation (“CF Foundation”), an organization that historically played a role in supporting the development of innovative therapies for patients suffering from cystic fibrosis (“CF”). Under the terms of the agreement, the Company will receive up to $5,000 in two tranches. In the first tranche, which closed and fully received on December 21, 2021, the CF Foundation invested $3,000 as an initial equity investment based on a share price of $2.57. Upon completion of all patient dosing in Part 1 of the Company’s Phase 1b/2a study of BX004, the Company would have the right to receive the second tranche of $2,000, also as an equity investment. In the event that the average closing price of the Common Stock for the ten trading days prior to the second tranche completion is less than $2.57, the Company shall have the right in its sole discretion to waive the second tranche payment and in such event the CF Foundation shall not have any right to receive additional shares. The Company concluded that the second tranche is a freestanding financial instrument. |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of outstanding warrants to purchase common stock | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Shares of common stock underlying warrants | 9,212,501 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance date | IPO (December 13, 2018) |
Expiration date | Dec. 13, 2023 |
Exercise price per share | $ / shares | $ 11.5 |
Number of Shares of common stock underlying warrants | 2,900,000 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance date | IPO (December 13, 2018) |
Expiration date | Oct. 28, 2024 |
Exercise price per share | $ / shares | $ 11.5 |
Number of Shares of common stock underlying warrants | 3,500,000 |
2021 Registered Direct Offering Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance date | SPA (July 28, 2021) |
Expiration date | Jan. 28, 2027 |
Exercise price per share | $ / shares | $ 5 |
Number of Shares of common stock underlying warrants | 2,812,501 |
Stockholders Equity (Details)_2
Stockholders Equity (Details) - Schedule of black-scholes option-pricing model - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stockholders Equity (Details) - Schedule of black-scholes option-pricing model [Line Items] | ||
Underlying value of Common Stock ($) (in Shares) | 7.02 | |
Exercise price ($) (in Dollars per share) | $ 7.02 | |
Expected volatility (%) | 85% | |
Expected terms of the option (years) | 6 years 1 month 9 days | 6 years 1 month 9 days |
Risk-free interest rate (%) | 1.17% | |
Minimum [Member] | ||
Stockholders Equity (Details) - Schedule of black-scholes option-pricing model [Line Items] | ||
Underlying value of Common Stock ($) (in Shares) | 0.66 | |
Exercise price ($) (in Dollars per share) | $ 0.66 | |
Expected volatility (%) | 85.30% | |
Risk-free interest rate (%) | 2.50% | |
Maximum [Member] | ||
Stockholders Equity (Details) - Schedule of black-scholes option-pricing model [Line Items] | ||
Underlying value of Common Stock ($) (in Shares) | 1.41 | |
Exercise price ($) (in Dollars per share) | $ 1.41 | |
Expected volatility (%) | 87% | |
Risk-free interest rate (%) | 3.39% |
Stockholders Equity (Details)_3
Stockholders Equity (Details) - Schedule of options granted to purchase common stock $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Schedule of options granted to purchase common stock [Abstract] | |
Number of Options, Outstanding at the beginning of period | 4,084,549 |
Weighted average exercise price, Outstanding at the beginning of period (in Dollars per share) | $ / shares | $ 3.95 |
Aggregate intrinsic value, Outstanding at the beginning of period (in Dollars) | $ | $ 671 |
Number of Options, Granted | 1,504,000 |
Weighted average exercise price, Granted (in Dollars per share) | $ / shares | $ 1.25 |
Number of Options, Forfeited | (622,559) |
Weighted average exercise price, Forfeited (in Dollars per share) | $ / shares | $ 4.07 |
Number of Options, Exercised | |
Weighted average exercise price, Exercised (in Dollars per share) | $ / shares | |
Number of Options, Outstanding at the end of period | 4,965,990 |
Weighted average exercise price, Outstanding at the end of period (in Dollars per share) | $ / shares | $ 3.12 |
Aggregate intrinsic value, Outstanding at the end of period (in Dollars) | $ | $ 1,196 |
Exercisable at the end of period | 2,699,833 |
Number of Options, Weighted average remaining contractual life – years | 7 years 2 months 26 days |
Stockholders Equity (Details)_4
Stockholders Equity (Details) - Schedule of outstanding warrants - Warrant [Member] - Private Warrants issued to scientific founders [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 27, 2017 |
Exercise Price Per Share | $ / shares | |
Number of Shares of Common Stock Underlying Warrants | shares | 2,974 |
Stockholders Equity (Details)_5
Stockholders Equity (Details) - Schedule of stock-based payment expenses - Selling, General and Administrative Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Research and development expenses, net | $ (10) | $ 627 | $ 248 | $ 958 |
General and administrative | 194 | 468 | 551 | 667 |
Total | $ 184 | $ 1,095 | $ 799 | $ 1,625 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Earnings Per Share [Abstract] | |
Shares underlying options | 4,965,990 |
Shares underlying warrants | 9,215,475 |
Contingent shares | 4,000,000 |
Corporate Restructring (Details
Corporate Restructring (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
May 24, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Corporate Restructring [Abstract] | |||
Corporate restructring description | The Corporate Restructuring included a reduction of 36 full-time employees, two consultants and 9 part-time employees, or 42% of the Company’s employees as of such date. | ||
Operating expenses | $ 214 | $ 400,000 | $ 400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||
Jul. 05, 2022 | Jul. 28, 2022 | Jul. 27, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Sale of common stock shares (in Shares) | 201,873 | ||
Average price per share (in Dollars per share) | $ 1.2 | ||
Net proceeds | $ 243 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Subsequent event, description | the Company received a second payment of NIS 908 (approximately $259) from the IIA with respect to the IIA program approved in August 2021. | ||
Installment amount | $ 500,000 |